Gustavo Diaz v. FCA US LLC

PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

____________

No. 24-1197

____________

GUSTAVO DIAZ; JOSEPH SANTOS; CHRISTIAN A.

GIBSON; GERALD SINCLAIR; MARVIN LEON VEAL;

DOMENICK SCORZIELLO, individually and on behalf of

all others similarly situated; MICHAEL KISSLER; BRIAN

STONE

v.

FCA US LLC

Gustavo Diaz, Joseph Santos, Christian A. Gibson, Gerald

Sinclair, Christian A. Gibson, Gerald Sinclair, Marvin Leon

Veal, Domenick Scorziello,

Appellants

____________

On Appeal from the United States District Court

for the District of Delaware

(D.C. No. 1:21-cv-00906)

District Judge: Honorable Evan J. Wallach *

*

Honorable Evan J. Wallach, Circuit Judge of the United

States Court of Appeals for the Federal Circuit, sitting by

designation.

____________

Argued on October 30, 2024

Before: HARDIMAN, PHIPPS, and FREEMAN, Circuit

Judges.

(Filed: April 15, 2025)

Tyler C. Anderson

Ryan H. Wu [Argued]

Tarek H. Zohdy

Cody R. Padgett

Capstone Law

1875 Century Park E

Suite 1000

Los Angeles, CA 90067

Kelly A. Green

Smith Katzenstein & Jenkins

1000 N West Street

The Brandywine Building

Suite 1501

P.O. Box 410

Wilmington, DE 19801

Natalie Lesser

Amey J. Park

Russell D. Paul

Abigail J. Gertner

Berger Montague

1818 Market Street

Suite 3600

2

Philadelphia, PA 19103

Counsel for Appellants

Brandon L. Boxler

Klein Thomas Lee & Fresard

919 E Main Street

Suite 1000

Richmond, VA 23219

Stephen A. D’Aunoy [Argued]

Klein Thomas Lee & Fresard

100 N Broadway

Suite 1600

St. Louis, MO 63102

Jessica L. Reno

Eckert Seamans Cherin & Mellott

222 Delaware Avenue

Suite 700

Wilmington, DE 19801

Counsel for Appellee

___________

OPINION OF THE COURT

____________

HARDIMAN, Circuit Judge.

This appeal involves the interplay between our final-

order jurisdiction under 28 U.S.C. § 1291 and a partial final

3

judgment under Rule 54(b) of the Federal Rules of Civil

Procedure. Plaintiffs alleged that an automobile manufacturer

designed, manufactured, and sold defective vehicles. They

asserted causes of action based on warranty and fraud. The

District Court dismissed the fraud counts and some warranty

counts before entering a partial final judgment under Rule

54(b) as to the fraud counts filed by all but one of the Plaintiffs.

Six of the eight named Plaintiffs appealed, arguing that the

District Court erroneously dismissed their fraud counts.

Because the District Court’s Rule 54(b) judgment is not final,

we will dismiss the appeal for lack of jurisdiction.

I

In 2021, six individuals—Gustavo Diaz, Joseph Santos,

Christian A. Gibson, Gerald Sinclair, Marvin Leon Veal, and

Domenick Scorziello—sued FCA US LLC in the United States

District Court for the District of Delaware. The complaint

alleged that FCA designed, manufactured, and sold Dodge

“muscle” cars with defective rear differentials. We refer to the

cars at issue as the class vehicles. 1

The complaint asserted state and federal causes of

action individually and on behalf of the putative nationwide

class and sub-classes sounding in fraud and breach of warranty.

FCA moved to dismiss, and the District Court granted the

motion. The Court dismissed the complaint without prejudice

and offered Plaintiffs a chance to amend their complaint before

it would be dismissed with prejudice. In the meantime, two

others—Brian Stone and Michael Kissler—joined most

Plaintiffs in timely moving for leave to amend the complaint.

1

The class vehicles included 2015 to 2019 Charger Hellcats,

2015 to 2019 Challenger Hellcats, and 2018 Demons.

4

For reasons unstated in the record, Plaintiff Scorziello did not

move for leave to amend and stood on the original complaint.

The District Court granted the motion, and the seven remaining

Plaintiffs filed a First Amended and Supplemental Class

Action Complaint (FASCAC). Because Scorziello did not seek

leave to amend the complaint, several counts were dismissed

with prejudice as to him. 2

Like the complaint, the FASCAC included class and

individual counts asserting that FCA designed, manufactured,

and sold class vehicles with a defective rear differential. 3 Each

of the 12 counts in the FASCAC sounds in either fraud or

warranty. All seven Plaintiffs brought Counts I and II, which

were based in fraud, and Count III, for warranty. Diaz and

Santos brought Count IV for warranty and Counts V and VI for

fraud. Gibson, Sinclair, and Veal brought Count VII for

warranty and Count VIII for fraud. Stone brought Count IX for

warranty and Count X for fraud. Lastly, Kissler brought Count

XI for warranty and Count XII for fraud.

FCA moved to dismiss the FASCAC, and the District

Court granted the motion in part and denied it in part. The

District Court dismissed the fraud counts (Counts I, II, V, VI,

VIII, X, and XII), holding that Plaintiffs failed to plausibly

allege that FCA had pre-sale knowledge of the alleged defect.

2

In the complaint, Scorziello brought Counts I, II, III, XI, XII,

XIII, and XIV. Four counts sounded in fraud (Counts I, II, XIII,

and XIV). The other three counts were warranty counts

(Counts III, XI, XII).

3

The class vehicles in the FASCAC were expanded to include

2015 to 2022 Charger Hellcats and 2015 to 2022 Challenger

Hellcats.

5

The Court also dismissed all the warranty counts brought by

Diaz, Santos, Gibson, Sinclair, and Veal (Counts III, IV, and

VII). But the Court denied the motion as to Counts IX and XI,

two of the warranty counts brought by Stone and Kissler.

To make matters more complicated, the six original

Plaintiffs—Diaz, Santos, Gibson, Sinclair, Veal, and

Scorziello—moved to certify the dismissal of their fraud

counts for appeal under 28 U.S.C. § 1292(b), or, in the

alternative, for final judgment on those counts under Rule

54(b) of the Federal Rules of Civil Procedure. The District

Court denied the request for certification under § 1292(b) but

said it would grant the request for final judgment under Rule

54(b), having “expressly determine[d] that there is no just

reason for delay” “in light of judicial administrative interests

as well as the equities involved” and “other factors.” App. 9

(cleaned up). In support, the District Court listed

“miscellaneous factors” within a parenthetical without

analysis. Id. (cleaned up). The Court “direct[ed] the Clerk’s

Office to enter judgment in favor of Defendant with respect to

the Fraud-Based Claims (Counts I, II, V, VI, VIII, X, & XII).”

App. 10 (citing Diaz v. FCA US LLC, 693 F. Supp. 3d 425, 430

(D. Del. 2023)). 4 But the Court did not direct the entry of final

judgment as to Scorziello’s fraud counts (Counts I, II, XIII, and

XIV) in the original complaint. The six original Plaintiffs

appealed the dismissal of their fraud counts.

II

4

Stone and Kissler, who are not parties to this appeal, did not

request final judgment as to their fraud-based counts (Counts

X and XII). Even so, the District Court directed the entry of

final judgment as to those counts as well.

6

The District Court had jurisdiction under 28 U.S.C.

§ 1332(d)(2)(A). The parties dispute whether we have final-

order jurisdiction under 28 U.S.C. § 1291. We review de novo

whether the District Court’s judgment under Rule 54(b) is

final. Gerardi v. Pelullo, 16 F.3d 1363, 1368 (3d Cir. 1994).

We review the District Court’s determination that there is no

just reason for delay for abuse of discretion. Id.

III

Our appellate jurisdiction is created and delimited by

Congress. See U.S. Const. art. III, § 1. Congress has granted us

jurisdiction over “all final decisions of the district courts.” 28

U.S.C. § 1291. “Ordinarily, an order which terminates fewer

than all claims, or claims against fewer than all parties, does

not constitute a ‘final’ order for purposes of appeal under 28

U.S.C. § 1291.” Carter v. City of Philadelphia, 181 F.3d 339,

343 (3d Cir. 1999).

“Recognizing, however, that sound judicial

administration could benefit from relaxing the final decision

rule, especially in complex cases involving multiple litigants

and claims, Federal Rule of Civil Procedure 54(b) was first

promulgated in 1939 to permit the district court to enter partial

final judgments” on “less than all of the claims.” Berckeley Inv.

Grp., Ltd. v. Colkitt, 259 F.3d 135, 140 (3d Cir. 2001) (cleaned

up). Rule 54(b) currently provides:

When an action presents more than one claim for

relief—whether as a claim, counterclaim,

crossclaim, or third-party claim—or when

multiple parties are involved, the court may

direct entry of a final judgment as to one or more,

but fewer than all, claims or parties only if the

7

court expressly determines that there is no just

reason for delay. Otherwise, any order or other

decision, however designated, that adjudicates

fewer than all the claims or the rights and

liabilities of fewer than all the parties does not

end the action as to any of the claims or parties

and may be revised at any time before the entry

of a judgment adjudicating all the claims and all

the parties’ rights and liabilities.

A determination under Rule 54(b) involves two distinct

steps. A district court “must first determine that it is dealing

with a ‘final judgment.’” Curtiss-Wright Corp. v. Gen. Elec.

Co., 446 U.S. 1, 7 (1980). “Once having found finality, the

district court must go on to determine whether there is any just

reason for delay,” id. at 8, and explain the basis for that

determination, Elliott v. Archdiocese of New York, 682 F.3d

213, 221 n.5 (3d Cir. 2012).

Rule 54(b) “does not supersede” § 1291. Sears,

Roebuck & Co. v. Mackey, 351 U.S. 427, 438 (1956). So a

partial final judgment entered under Rule 54(b) must be final

under § 1291. See id. at 437 (“The District Court cannot, in the

exercise of its discretion, treat as ‘final’ that which is not ‘final’

within the meaning of § 1291.”); Sussex Drug Prods. v.

Kanasco, Ltd., 920 F.2d 1150, 1153 (3d Cir. 1990) (“Finality

is defined by the requirements of 28 U.S.C. § 1291.”). That

typically means that the litigation is over and there is “nothing

for the court to do but execute the judgment.” Sussex, 920 F.2d

at 1153 (cleaned up). A judgment is final if it “disposes of all

of the rights or liabilities of one or more of the parties” or if it

is an “ultimate disposition of an individual claim entered in the

course of” an action with multiple claims. Id. (cleaned up). But

the “partial adjudication of a single claim is not” final. Id. at

8

1154.

“There is no definitive test to determine whether more

than one claim is before the court.” Allegheny Cnty. Sanitary

Auth. v. United States Env’t Prot. Agency, 732 F.2d 1167, 1172

(3d Cir. 1984); see also 10 Charles Alan Wright, Arthur R.

Miller & Mary Kay Kane, Federal Practice & Procedure

§ 2657 (4th ed. updated 2024) (“The line between deciding one

of several claims and deciding only part of a single claim is

sometimes very obscure.”). In making that determination, the

Supreme Court has considered whether the adjudicated claims

were “inherently inseparable from,” “closely related to,” or

“sufficiently independent of” the remaining claims. Sears,

Roebuck & Co., 351 U.S. at 436; see also Liberty Mut. Ins. Co.

v. Wetzel, 424 U.S. 737, 743 n.4 (1976) (explaining “that a

complaint asserting only one legal right, even if seeking

multiple remedies for the alleged violation of that right, states

a single claim for relief”). For our part, we have held that a

judgment is not final “when a plaintiff seeks to recover for the

same loss on different theories and the district court has

resolved its claim on less than all the theories advanced.”

Gerardi, 16 F.3d at 1368 (citing Allegheny Cnty. Sanitary

Auth., 732 F.2d at 1172); see also Sussex, 920 F.2d at 1154

(“Alternative theories of recovery based on the same factual

situation are but a single claim, not multiple ones.”).

Once a judgment is deemed final, Rule 54(b) requires

the district court to “expressly determine[] that there is no just

reason for delay,” Fed. R. Civ. P. 54(b), after exercising “its

discretion to determine that the matter is ‘ready for appeal’” in

light of “judicial administrative interests as well as the equities

involved,” Sussex, 920 F.2d at 1153 (quoting Curtiss-Wright

Corp., 446 U.S. at 8). Because the entry “of a judgment as final

under Rule 54(b) is the exception, not the rule, to the usual

9

course of proceedings in a district court,” Elliott, 682 F.3d at

220, not “all final judgments on individual claims should be

immediately appealable, even if they are in some sense

separable from the remaining unresolved claims,” Curtiss-

Wright Corp., 446 U.S. at 8.

In determining whether a partial final judgment is

appropriate, relevant considerations include: “the relationship

between the adjudicated and unadjudicated claims”; “the

possibility that the need for review might or might not be

mooted by future developments in the district court”; “the

possibility that the reviewing court might be obliged to

consider the same issue a second time”; “the presence or

absence of a claim or counterclaim which could result in set-

off against the judgment sought to be made final”; and

“miscellaneous factors such as delay, economic and solvency

considerations, shortening the time of trial, frivolity of

competing claims, expense, and the like.” Allis-Chalmers

Corp. v. Phila. Elec. Co., 521 F.2d 360, 364 (3d Cir. 1975).

To facilitate our review, we have “consistent[ly]

require[d] that the district courts provide a brief statement of

reasons,” explaining how they “balanced the competing

concerns that inform our interpretation of Rule 54(b).” Carter,

181 F.3d at 347. This is not a “jurisdictional prerequisite,” so

“the absence of an explanation by the district court” does not

require a remand for further explanation “when the propriety

of the appeal may be discerned from the record.” Id. at 345–

46.

IV

Having explained the legal principles that govern this

appeal, we turn to the particular facts of the case. Appellants

10

claim we have jurisdiction because the District Court entered

judgment under Rule 54(b) on their fraud counts, and they offer

two reasons why that judgment was final. First, Appellants

argue that the judgment was final because all counts they

brought were dismissed. Second, they contend that the

judgment finally resolved a “claim” because fraud—unlike the

warranty counts—requires proving pre-sale knowledge.

A

We first consider whether the judgment was final

because all of Appellants’ counts in the complaint were

dismissed. 5 This argument fails because the District Court,

consistent with Appellants’ request, entered judgment only on

their fraud counts. Though the District Court dismissed

Appellants’ warranty counts, that dismissal was not final

because the Court did not enter judgment as to the warranty

counts under Rule 54(b). See Fed. R. Civ. P. 54(b) (providing

that orders “may be revised at any time before the entry of a

judgment adjudicating all the claims and all the parties’ rights

and liabilities” unless the district court directs entry of a final

judgment). Because the warranty counts were not included

within the judgment, it did not “dispose[] of all of the rights or

liabilities of one or more of the parties.” Sussex, 920 F.2d at

1153. So Appellants are mistaken in arguing that the judgment

5

Appellants raised this argument for the first time during oral

argument. We ordinarily decline to consider arguments raised

for the first time during oral argument. See Barna v. Bd. of Sch.

Dirs. of Panther Valley Sch. Dist., 877 F.3d 136, 146 (3d Cir.

2017). But this argument concerns our jurisdiction, so we will

consider it. See Gonzalez v. Thaler, 565 U.S. 134, 141 (2012)

(“Subject-matter jurisdiction can never be waived or

forfeited.”).

11

was final because all of the counts they brought were

dismissed.

B

We now consider whether the judgment finally resolved

a claim for fraud. At the outset, we note a technical (but

critical) problem: the District Court did not enter final

judgment as to Scorziello’s fraud counts. Citing its order on

FCA’s motion to dismiss the FASCAC, the District Court

directed the entry of “judgment in favor of [FCA] with respect

to the Fraud-Based Claims (Counts I, II, V, VI, VIII, X, &

XII).” App. 10 (citing Diaz, 693 F. Supp. 3d at 430). But

Scorziello’s fraud counts were in the original complaint—not

the FASCAC—and were dismissed in a non-final order upon

his failure to seek leave to file an amended complaint. See Diaz

v. FCA US LLC, 2022 WL 4016744, at *47 (D. Del. Sept. 2,

2022). Because the District Court did not “direct entry of a final

judgment as to” the order dismissing Scorziello’s fraud-based

counts (Counts I, II, XIII, and XIV in the original complaint),

we lack jurisdiction to review their dismissal. Fed. R. Civ. P.

54(b); see also Morton Int’l, Inc. v. A.E. Staley Mfg. Co., 460

F.3d 470, 480 n.12 (3d Cir. 2006) (emphasizing that the district

court must enter final judgment on “the particular order from

which [the appellant] seeks to appeal as final under Rule

54(b)”).

We also lack jurisdiction to review the remaining

Appellants’ fraud counts. That is because their warranty counts

are an alternative theory of recovery to their fraud counts rather

than separate “claims” for purposes of Rule 54(b). So the

District Court’s Rule 54(b) judgment as to the fraud counts did

not finally resolve a “claim.”

12

Our decision in Sussex is illustrative. There, the plaintiff

alleged that the defendant sold adulterated pharmaceuticals and

sued for breach of contract, breach of warranties, and fraud.

Sussex, 920 F.2d at 1152. The district court granted “partial

summary judgment awarding compensatory damages for

breach of contract and warranties” and entered judgment under

Rule 54(b) even though a fraud “count for punitive damages

based on the same sales” remained pending. Id.

We held that the judgment was not final. Id. at 1155–

56. The “thrust of” the fraud count for punitive damages was,

“at its base, the same as the other four counts and relie[d] on

the same crucial facts—the sale of adulterated and hence

unmerchantable drugs to the plaintiff.” Id. at 1155. So for “all

practical purposes, the only difference” with the fraud count

was that the “plaintiff s[ought] punitive damages.” Id. And the

“only additional evidence that would be required” for the fraud

count was proof of an “intent to misrepresent.” Id. We also

observed that “all of the plaintiff’s allegations ar[o]se out of a

single transaction.” Id. We held that when “liability rests on the

same transaction or series of transactions, a count for punitive

damages, although of a different order than compensatory

damages, does not constitute a separate claim under Rule

54(b).” Id. While we recognized that this was a question of

federal procedure, we noted that the fraud count “could not

have been brought in a separate action” under the applicable

state law. Id.

Consistent with Sussex, we hold that Appellants’

warranty and fraud counts constitute a single “claim” for

purposes of Rule 54(b). The fraud counts are “[a]lternative

theories of recovery” to the warranty counts “based on the

same factual situation”—the allegedly defective rear

differentials of the class vehicles. Id. at 1154. “The thrust” of

13

all their fraud counts are, “at [their] base, the same as” their

warranty counts, and they “rel[y] on the same crucial facts” in

conjunction with pre-sale knowledge. Id. at 1155. As counsel

for Appellants candidly admitted during argument, “there’s

crucial overlap on the merits.” Oral Arg. at 5:55–5:59. Because

of this overlap, Appellants’ fraud counts “could not have been

brought” separately without “splitting a cause of action,”

which further shows that the warranty and fraud counts

comprise a single “claim” for jurisdictional purposes. 6 Sussex,

920 F.2d at 1155.

The dissent brushes Sussex aside by noting that it does

not decide “the precise question at issue here.” Dissent at 3.

The word “precise” does a lot of work there. As our dissenting

colleague noted at oral argument, “Sussex is almost the

inversion of this case.” Oral Arg. at 17:27–17:30. That

“inversion”—in Sussex, the district court entered a partial final

judgment as to the warranty counts, but not the fraud count,

while the District Court here entered a partial final judgment

as to most fraud counts, but not the warranty counts—is

immaterial.

The dissent suggests that Sussex is no longer binding

because “[i]ntervening precedent from both the Supreme Court

6

Under the applicable state laws, Appellants would have

needed to bring all their counts within the same action. See

Paramount Pictures Corp. v. Allianz Risk Transfer AG, 96

N.E.3d 737, 743 (N.Y. 2018); Boeken v. Philip Morris USA,

Inc., 230 P.3d 342, 348 (Cal. 2010); Engle v. Liggett Grp., Inc.,

945 So. 2d 1246, 1259 (Fla. 2006); Dimitrakopoulos v. Borrus,

Goldin, Foley, Vignuolo, Hyman & Stahl, P.C., 203 A.3d 133,

137 (N.J. 2019); J-W Power Co. v. Sterling Cnty. Appraisal

Dist., 691 S.W.3d 466, 471 (Tex. 2024).

14

and this Court has eliminated” the uncertainty as to what

constitutes a “claim.” Dissent at 3. That is misguided for three

reasons.

First, the dissent fails to appreciate that “claim” and

“claim for relief” in Rule 54(b)—and throughout the Federal

Rules of Civil Procedure—are terms of art. Sherrod v. Wal-

Mart Stores, Inc., 103 F.4th 410, 413 (6th Cir. 2024); NAACP

v. Am. Fam. Mut. Ins. Co., 978 F.2d 287, 292 (7th Cir. 1992).

In the Rules, these terms refer to “the aggregate of operative

facts which give rise to a right enforceable in the courts.”

Sherrod, 103 F.4th at 413 (cleaned up). This is distinct from a

plaintiff’s legal theory. NAACP, 978 F.2d at 292. Indeed,

“[o]ne set of facts producing one injury creates one claim for

relief, no matter how many laws” someone violates. Id.

Likewise, “two separate causes of action . . . can amount to one

‘claim,’” even when the “causes of action require different

elements of proof.” Sherrod, 103 F.4th at 413–14; see, e.g.,

Sussex, 920 F.2d at 1155. So the dissent errs by focusing on the

differing elements within Appellants’ various “legal theories”

because that “does not track the idea of ‘claim for relief’ in the

federal rules.” NAACP, 978 F.2d at 292.

Second, the precedents cited by our dissenting

colleague have nothing to do with Rule 54(b). The Supreme

Court’s pathmarking decisions in Bell Atlantic Corp. v.

Twombly, 550 U.S. 544 (2007), and Ashcroft v. Iqbal, 556 U.S.

662 (2009), involve Rule 12(b)(6). They state the minimum

requirements for pleading the elements of a legal theory.

Twombly, 550 U.S. at 555 (“[A] formulaic recitation of the

elements of a cause of action will not do.”); Iqbal, 556 U.S. at

678 (“Threadbare recitals of the elements of a cause of action,

supported by mere conclusory statements, do not suffice.”); id.

at 687 (“Rule 8 does not empower respondent to plead the bare

15

elements of his cause of action, affix the label ‘general

allegation,’ and expect his complaint to survive a motion to

dismiss.”). And, as discussed above, a legal theory is distinct

from a “claim” as used in Rule 54(b). For that reason, we will

not apply Twombly and Iqbal to Rule 54(b).

Third, the dissent’s unprecedented element-based

approach to Rule 54(b) violates our longstanding “obligat[ion]

to follow our precedent absent en banc reconsideration.” Karns

v. Shanahan, 879 F.3d 504, 514 (3d Cir. 2018). The fact that

the Supreme Court decided Twombly and Iqbal after we

decided Sussex does not release our dissenting colleague from

this obligation because neither case undermined Sussex. See id.

(explaining that “a panel may revisit a prior holding of the

Court which conflicts with intervening Supreme Court

precedent” (cleaned up)).

Appellants also offer several unpersuasive arguments in

response. They try to distinguish Sussex by saying that the

district court had awarded summary judgment as to the contract

and warranty counts without resolving liability and that the

plaintiff had appealed to enforce the judgment. But the district

court resolved liability based on issue preclusion, and the

plaintiff’s purpose was immaterial to our analysis about

finality. Sussex, 920 F.2d at 1152, 1155.

Appellants also try to differentiate their fraud counts

based on the requirement to prove pre-sale knowledge. But as

we have explained, the warranty and fraud counts are

interrelated, so this appeal is like Sussex. 7

7

At oral argument, Appellants argued that their fraud-based

counts were a separate claim because “the consumer fraud

16

Finally, Appellants (and the dissent) invoke Rule

54(b)’s purpose, which is to facilitate partial final judgments

and immediate appeals in complex cases with multiple parties

or claims. See Sears, Roebuck & Co., 351 U.S. at 432–33.

Appellants suggest that purpose would be frustrated if we did

not review their dismissed fraud counts. We remain mindful of

Rule 54(b)’s purpose, but that purpose cannot override the

jurisdictional requirement of finality. “The district court is not

empowered to enter judgment on a decision which is not final.”

Sussex, 920 F.2d at 1153 (quoting Bogosian v. Gulf Oil Corp.,

561 F.2d 434, 440 (3d Cir. 1977)); see also Sears, Roebuck &

Co., 351 U.S. at 437 (“The District Court cannot, in the

exercise of its discretion, treat as ‘final’ that which is not ‘final’

within the meaning of § 1291.”). 8

[counts] do authorize injunctive relief, which is not available

for the warranty [counts].” Oral Arg. at 26:41–26:51.

Appellants requested injunctive relief under Count II, the

common-law cause of action for unjust enrichment. Appellants

did not brief the availability of injunctive relief under an

unjust-enrichment theory, and we questioned the

appropriateness of injunctive relief during oral argument. But

even if injunctive relief is available, the unjust-enrichment

count is an alternative theory of recovery regarding the

allegedly defective rear differentials. See Allegheny Cnty.

Sanitary Auth., 732 F.2d at 1172.

8

Appellants could have vindicated the purpose of Rule 54(b)

by requesting a final judgment as to all their claims. That

judgment would have been final, though the District Court

would have had to expressly determine that there is no just

reason for delay. See Fed. R. Civ. P. 54(b). Instead, Appellants

17

For these reasons, we hold that the District Court’s

judgment as to the fraud counts is not final as required by

§ 1291 and Rule 54(b).

V

We have held that the District Court’s judgment is not

final, which suffices to dismiss the appeal for lack of

jurisdiction. But even if the judgment were final, we would

have to remand this case to the District Court for further

explanation as to why there was no just reason for delay. The

Court did not—as required by our precedent—“explain[] how

it balanced the” relevant “competing concerns that inform our

interpretation of Rule 54(b).” Carter, 181 F.3d at 347. Instead,

the District Court referenced “judicial administrative interests

as well as the equities involved” and “other” “miscellaneous

factors” listed within a parenthetical. App. 9 (cleaned up). And

at least one of the miscellaneous factors referenced by the

District Court—economic and solvency considerations—finds

no support in the record. So the District Court has not provided

us with any analysis to scrutinize. See Allis-Chalmers Corp.,

521 F.2d at 364 (emphasizing that a reviewing court needs

“some basis for distinguishing between well-reasoned

conclusions arrived at after a comprehensive consideration of

all relevant factors” from “mere boiler-plate approval phrased

in appropriate language but unsupported by evaluation of the

facts or analysis of the law” (cleaned up)).

Nor can “the propriety of the appeal” be discerned from

requested a final judgment only as to their fraud counts, which

impermissibly split a single claim.

18

the record. Carter, 181 F.3d at 346. 9 And the fact that the

District Court’s Rule 54(b) judgment was overinclusive as to

Stone and Kissler and underinclusive as to Scorziello further

calls into question the propriety of its judgment. As

Appellants’ counsel conceded during oral argument, even if the

District Court’s judgment were final, our caselaw would

require a remand for further explanation by the District Court.

Oral Arg. at 9:46–10:25; see, e.g., Cemar, Inc. v. Nissan Motor

Corp. in U.S.A., 897 F.2d 120, 123 (3d Cir. 1990) (remanding

for “a statement of reasons by the district court in order to

determine that juridical concerns have been met by its

determination that no just reason remains for delay”).

* * *

The District Court erred by entering a judgment under

Rule 54(b) on the fraud-based counts because the judgment

was not final. So we will dismiss the appeal for lack of

jurisdiction and instruct the District Court to vacate its January

2, 2024, order directing the entry of a partial final judgment.

9

Our dissenting colleague infers that “efficiency and the timely

administration of justice favor allowing the five original

plaintiffs to immediately appeal the dismissal of their fraud-

based claims.” Dissent at 7. But this case is unlike Carter, in

which we could infer the district court’s rationale because an

Eleventh Amendment “issue presented [was] plainly separable

and there [was] no real risk of duplicative appeals.” 181 F.3d

at 346. Here, only five of the eight Plaintiffs’ fraud counts are

properly before us, which raises the likelihood that the District

Court’s “[f]ailure to consider the administrative interests

involved could result in a substantial waste of judicial

resources.” Sussex, 920 F.2d at 1156.

19

Diaz v. FCA US LLC, No. 24-1197

PHIPPS, Circuit Judge, dissenting in part.

Federal Rule of Civil Procedure 54(b) allows a district court

to designate an order as a final judgment and to thereby subject

that ruling to immediate appellate review. 1 See Gelboim v.

Bank of Am. Corp., 574 U.S. 405, 409 n.1 (2015) (explaining

that Rule 54(b) “lodges discretion to authorize appeals in

district courts”); Sears, Roebuck & Co. v. Mackey, 351 U.S.

427, 435 (1956) (characterizing the district court as a

“dispatcher” that “is permitted to determine, in the first

instance, the appropriate time when each final decision upon

one or more but less than all of the claims in a multiple claims

action is ready for appeal” (internal quotation marks omitted)).

But not every ruling in every case is amenable to a Rule 54(b)

designation: the case must involve multiple claims or multiple

parties, and the order must resolve “one or more, but fewer than

all” of the “claims or parties.” Fed. R. Civ. P. 54(b); see also

Sears, Roebuck & Co., 351 U.S. at 435 (explaining that, as

amended, Rule 54(b) “does not apply to a single claim action

nor to a multiple claims action in which all of the claims have

been finally decided”). In this case, all six original plaintiffs –

the five who filed the amended complaint and the one who did

not – requested a Rule 54(b) order so that they could challenge

the District Court’s dismissals of their fraud-based counts

without waiting for resolution of the two new plaintiffs’

breach-of-implied-warranty counts. Cf. Gelboim, 574 U.S. at

416 (“Rule 54(b) is designed to permit acceleration of appeals

in multiple-claim cases . . . .”). I respectfully dissent in part

because the Rule 54(b) order allowing the immediate appeal of

the dismissal of the five original plaintiffs’ fraud-based counts

in the amended complaint satisfies the relevant standard: it was

1

See 28 U.S.C. § 1291 (conferring appellate jurisdiction over

“final decisions”).

issued after the dismissal of several but not all of the counts in

the amended complaint. 2

The Majority Opinion is premised on the notion that the

fraud-based counts and the breach-of-warranty counts in the

amended complaint are the same ‘claim.’ From there, the

Majority Opinion reasons that because the Rule 54(b) order did

not cover the original plaintiffs’ fraud-based counts and their

breach-of-warranty counts, it did not resolve a ‘claim’ so that

the immediate exercise of appellate jurisdiction is not

permitted.

The premise of the Majority Opinion is quite

counterintuitive. Different pleading standards apply to

allegations of fraud than to breach-of-warranty allegations, 3 so

considering them the same ‘claim’ opens the door to confusion.

Moreover, if fraud counts and breach-of-warranty counts

constitute the same ‘claim,’ then the scope of discovery –

which is bounded in part by the requested information’s

“relevan[ce] to any party’s claim,” Fed. R. Civ. P. 26(b)(1)

(emphasis added) – would be coterminous for fraud counts and

breach-of-warranty counts. And that opens a sizable loophole:

in bringing a breach-of-warranty count, a plaintiff should

expect the same degree of information from a defendant as

would be available for allegations of fraud.

In fairness, the Majority Opinion does not reach its unusual

outcome on a blank slate; rather, it relies heavily on two of this

Court’s Rule 54(b) decisions from the 1990s: Gerardi v.

2

I agree with the Majority Opinion that there is not appellate

jurisdiction at this time over the claims of the sixth original

plaintiff, Domenick Scorziello, who did not join the amended

complaint and who was not covered by the District Court’s

Rule 54(b) order.

3

Compare Fed. R. Civ. P. 9(b), with id. 8(a)(2).

2

Pelullo, 16 F.3d 1363 (3d Cir. 1994), and Sussex Drug

Products v. Kanasco, Ltd., 920 F.2d 1150 (3d Cir. 1990).

Neither of those decisions confronted the precise question at

issue here, however. 4 Both of those opinions did in candor

recognize that courts had struggled to define the term ‘claim.’

See Gerardi, 16 F.3d at 1369 (“Courts have had difficulty in

determining what constitutes a ‘claim’ . . . .” (quoting Sussex,

920 F.2d at 1154)); Sussex, 920 F.2d at 1154 (acknowledging

the “difficulty of providing simple criteria to resolve this

onerous problem” (quoting RePass v. Vreeland, 357 F.2d 801,

805 (3d Cir. 1966))). And both decisions went so far as to

declare that “uncertainty is the rule” in determining what

constitutes a ‘claim.’ Sussex, 920 F.2d at 1154; accord

Gerardi, 16 F.3d at 1369 (citing Sussex, 920 F.2d at 1154).

Intervening precedent from both the Supreme Court and

this Court has eliminated much of that uncertainty. In Bell

Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), and Ashcroft

v. Iqbal, 556 U.S. 662 (2009), the Supreme Court announced

and applied the plausibility standard for evaluating the

adequacy of a pleading against a motion for “failure to state a

claim upon which relief can be granted,” Fed. R. Civ.

P. 12(b)(6) (emphasis added). Twombly, 550 U.S. at 554–56;

4

The Sussex decision held that five different counts constituted

the same claim when “[f]or all practical purposes, the only

difference between counts 1–4, and five is that in the latter

plaintiff seeks punitive damages.” Sussex, 920 F.2d at 1155.

The Gerardi decision did not resolve the question of whether

the two counts presented there – unjust enrichment and

recovery on an unpaid note – were the same claim, but it did

provide three reasons for believing that they were different

claims. Gerardi, 16 F.3d at 1370–71 (“[W]e do not decide

whether the district court could recognize the partial summary

judgments as final . . . because we are satisfied that even if the

judgments were final, the district court abused its discretion

when it concluded that they were ready for appeal.”).

3

Iqbal, 556 U.S. at 677–80. Those decisions did more than

articulate plausibility as the standard for evaluating the

sufficiency of allegations – they also structured the inquiry

around the elements needed to prove a claim. See Iqbal,

556 U.S. at 675 (identifying “the elements a plaintiff must

plead to state a claim of unconstitutional discrimination against

officials entitled to assert the defense of qualified immunity”

(emphasis added)); Twombly, 550 U.S. at 553–56 (reiterating

that an ‘agreement’ is a required element under § 1 of the

Sherman Act and that “stating such a claim requires . . . enough

factual matter . . . to suggest that an agreement was made”

(emphasis added)). And in constructing a post-Twombly, post-

Iqbal, three-part test for evaluating the sufficiency of a claim,

this Court in Connelly v. Lane Construction Corp., 809 F.3d

780 (3d Cir. 2016), and Fowler v. UPMC Shadyside, 578 F.3d

203 (3d Cir. 2009), incorporated that critical role of elements:

the first step in the process is to identify the elements of the

claim. See Connelly, 809 F.3d at 787 (“Under the pleading

regime established by Twombly and Iqbal, a court reviewing

the sufficiency of a complaint must . . . [f]irst . . . ‘tak[e] note

of the elements [the] plaintiff must plead to state a claim.’”

(final two alterations in original) (quoting Iqbal, 556 U.S. at

675)); Fowler, 578 F.3d at 212. Thus, uncertainty is no longer

the rule – a party’s claim is defined by its elements.

Applying that principle here, the fraud-based counts in the

amended complaint do not have the same elements as the

breach-of-warranty counts in that pleading. As the District

Court explained, pre-sale knowledge of the alleged defect is an

element of each of those fraud-based counts. See Diaz v. FCA

US LLC, 693 F. Supp. 3d 425, 431 n.8 (D. Del. 2023); see also

Goodman v. Kennedy, 18 Cal. 3d 335, 346–47 (1976)

(requiring knowledge of material fact to show fraud under

California law); Johnson v. Davis, 480 So. 2d 625, 627 (Fla.

1985) (same, under Florida law). But as the District Court

understood, pre-sale knowledge of a defect is not an element

of any of the breach-of-implied-warranty counts in the

4

amended complaint. See Diaz, 693 F. Supp. 3d at 440–41; see

also Mexia v. Rinker Boat Co., 95 Cal. Rptr. 3d 285, 289–90

(Ct. App. 2009) (not requiring knowledge of material defect to

show breach of implied warranty under California law);

Amoroso v. Samuel Friedland Fam. Enters., 604 So. 2d 827,

833 (Fla. Dist. Ct. App. 1992) (same, under Florida law).

Because of that elemental difference between the fraud-based

counts and the breach-of-warranty counts, the dismissed fraud-

based counts are not part of the same ‘claim’ as the breach-of-

warranty counts.

Rather than afford any weight to the intervening Supreme

Court decisions in Twombly and Iqbal, the Majority Opinion

views them as having “nothing to do with Rule 54(b).” Maj.

Op. at 16. But those cases provide clarity as to the meaning of

the term ‘claim,’ which is a term of art, as the Majority Opinion

acknowledges. And as a term of art, the term ‘claim’ is

governed by the canon of consistent usage, such that it receives

the same meaning throughout the Federal Rules of Civil

Procedure. See Gustafson v. Alloyd Co., 513 U.S. 561, 570,

576 (1995) (giving the “term of art” ‘prospectus’ the same

meaning in § 12 of the Securities Act of 1933 as it has under

§ 10, adhering to “the ‘normal rule of statutory construction’

that ‘identical words used in different parts of the same act are

intended to have the same meaning’” (quoting Dep’t of

Revenue v. ACF Indus., Inc., 510 U.S. 332, 342 (1994)));

United States v. Sims, 957 F.3d 362, 365 (3d Cir. 2020)

(presuming “that the Sentencing Commission intended the

phrase ‘offense of conviction’ to mean the same thing

throughout the [Sentencing] Guidelines”); Md. Cas. Co. v.

W.R. Grace & Co., 128 F.3d 794, 799 (2d Cir. 1997) (“Terms

in a document, especially terms of art, typically have the same

meaning throughout the document in the absence of a clear

indication that different meanings were intended.”); see also

Epsilon Energy USA, Inc. v. Chesapeake Appalachia, LLC,

80 F.4th 223, 230 n.6 (3d Cir. 2023) (“We interpret the Federal

Rules of Civil Procedure like any posited law.”). Thus, the

5

Supreme Court’s intervening decisions in Twombly and Iqbal,

which illuminate the meaning of the term ‘claim’ for Rules 8

and 12, apply not only to the meaning of that term in those rules

but also to its use in Rule 54(b). In resisting this conclusion,

the Majority Opinion – which insists that the word ‘claim’ has

a unique meaning in the context of Rule 54(b) – directly

contravenes the canon of consistent usage. 5

In addition, nothing in the text of Rule 54(b) categorically

forbids an order allowing an immediate appeal by fewer than

all plaintiffs – even when the plaintiffs present similar

allegations on the same legal theory. To the contrary, the rule

expressly states that it applies to “one or more, but fewer than

all, claims or parties.” Fed. R. Civ. P. 54(b) (emphasis added);

see also Gelboim, 574 U.S. at 410 (explaining that Rule 54(b)

is “aimed to augment, not diminish, appeal opportunity”); see

10 Daniel R. Coquillete et al., Moore’s Federal Practice

§ 54.22[2][b][i] (3d ed. 2025) (“When relief is sought on

behalf of different parties, each of those parties generally

possesses its own claim for relief, so factual overlap does not

compel the conclusion that there is only one ‘claim for

relief.’”). In practice, it may be somewhat uncommon to

permit some but not all plaintiffs who bring the same count to

proceed immediately with an appeal, but it may be efficient in

some circumstances, and it is permitted by the rule. See Cold

Metal Process Co. v. United Eng’g & Foundry Co., 351 U.S.

445, 452 (1956) (“If the District Court certifies a final order on

5

The Majority Opinion also suggests that en banc

reconsideration is needed to revisit the holdings in Gerardi and

Sussex, but that process is not required when an intervening

Supreme Court decision calls into question the continued force

of a precedential decision. See Karns v. Shanahan, 879 F.3d

504, 514–15 (3d Cir. 2018) (“[A] panel may revisit a prior

holding of the Court ‘which conflicts with intervening

Supreme Court precedent.’” (quoting In re Krebs, 527 F.3d 82,

82 (3d Cir. 2008))).

6

a claim which arises out of the same transaction and occurrence

as pending claims, and the Court of Appeals is satisfied that

there has been no abuse of discretion, the order is

appealable.”). Moreover, Rule 54(b) has a built-in limitation

to prevent a district court from piecemeal dispatching too many

separate dispositive rulings to the appellate court: the appellate

court reviews a district court’s express determination that there

is ‘no just reason for delay’ for an abuse of discretion. See

Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1, 9–10

(1980); accord Sears, Roebuck & Co., 351 U.S. at 436. Thus,

any concern about the overpopulation of an appellate court’s

docket as a result of Rule 54(b) orders that divide parties or

slice apart related counts is addressed through that mechanism

– not by reading the rule in a way that fraud-based counts and

breach-of-implied-warranty counts constitute the same claim.

On that score, the District Court did not abuse its discretion

in determining that there was no just reason for delay. The

factors relevant to that determination identified in Allis-

Chalmers Corp. v. Philadelphia Electric Co., 521 F.2d 360

(3d Cir. 1975), are “illustrative,” and not mandatory or

exhaustive. Berckeley Inv. Grp. v. Colkitt, 259 F.3d 135, 144–

45 (3d Cir. 2001); see also Allis-Chalmers Corp., 521 F.2d at

364 (articulating several factors for evaluating whether a

district court abused its discretion in concluding that there was

no just reason for delay, including “miscellaneous factors such

as delay, economic and solvency considerations, shortening the

time of trial, frivolity of competing claims, and the like”),

abrogated on other grounds by Curtiss-Wright, 446 U.S. at

12–13. So the lack of a robust explanation for one of them –

such as the role of economic and solvency concerns – is not

per se an abuse of discretion, and a remand is unnecessary

“when the propriety of the appeal may be discerned from the

record.” Carter v. City of Philadelphia, 181 F.3d 339, 346

(3d Cir. 1997). Here, efficiency and the timely administration

of justice favor allowing the five original plaintiffs to

immediately appeal the dismissal of their fraud-based claims

7

without requiring them to wait for resolution of the two new

plaintiffs’ breach-of-implied-warranty counts. See Dickinson

v. Petroleum Conversion Corp., 338 U.S. 507, 511 (1950)

(recognizing the “increased . . . danger of hardship and denial

of justice through delay if each issue must await the

determination of all issues as to all parties before a final

judgment can be had”). Accordingly, the District Court did not

abuse its discretion in concluding that there was no just reason

for delay.

In short, the fraud-based counts brought by the original five

plaintiffs in the amended complaint were different claims than

the breach-of-warranty counts in that pleading. And because

the other requirements for appellate jurisdiction were met, with

the entry of the Rule 54(b) order, those fraud-based claims are

within this Court’s appellate jurisdiction.

8